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GitHub Connect Addendum to the GitHub Enterprise License Agreement

PLEASE READ THIS ADDENDUM CAREFULLY AS IT AMENDS THE TERMS OF YOUR ENTERPRISE LICENSE AGREEMENT WITH US AND SPECIFICALLY GOVERNS YOUR USE OF GITHUB CONNECT (AS DEFINED BELOW), UNLESS GITHUB (“WE” OR “US”) HAS EXECUTED A SEPARATE WRITTEN ADDENDUM WITH YOU FOR THAT PURPOSE.

BY ACCESSING GITHUB CONNECT, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS ADDENDUM. IF YOU ARE ENTERING INTO THIS ADDENDUM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.

Customer can enable unified integrations, which allow Customer’s Enterprise users to connect with GitHub.com (“GitHub Connect”). In order to access GitHub Connect, Customer must have at least one (1) account on GitHub.com and one (1) licensed instance of GitHub Enterprise. Customer’s access to GitHub Connect will also be governed by its applicable GitHub.com Terms of Service and the Agreement which are hereby incorporated by reference, (the "Generally Applicable Terms"), such that the Generally Applicable Terms will apply concurrently. In the event of a direct conflict between this Addendum and the Generally Applicable Terms, the Generally Applicable Terms will control, except with respect to any use of GitHub Connect, in which case this Addendum will control.

Customer may not use GitHub Connect to violate its Generally Applicable Terms. Any use of GitHub Connect that violates the Generally Applicable Terms will also be a violation of this Addendum. GitHub Connect may be used for performing automated tasks. In addition, multiple Users may direct certain actions with GitHub Connect. Customer is responsible for actions that are performed on or through Customer’s accounts.

Participation in GitHub Connect is provided at no additional charge through the Addendum Term (as defined below).

To the extent they do not conflict with the confidentiality obligations provided in the GitHub Enterprise Software License Agreement, GitHub Connect including any Confidential Information will be governed by the confidentiality obligations stated herein.

For the purposes of this Addendum, "Confidential Information" means any business or technical information shared with the other party (specifically excluding any Content or information created or shared on the Service or Website, which Content or information is governed by other provisions in this Addendum and the Generally Applicable Terms) that either one of us discloses to the other, in writing, orally, or by any other means, and including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. Each party agrees to maintain the other party's Confidential Information in confidence using at least the same degree of care as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection.

This Addendum begins on the Addendum Effective Date and continues for the duration of the License Term as defined in the Generally Applicable Terms (“Addendum Term”). This Addendum may be terminated in accordance with the Generally Applicable Terms. This Addendum will terminate immediately, without the requirement of notice, if Customer breaches any term of this Addendum or the Generally Applicable Terms.

The rights and obligations in Sections 1, 2, 4 through 12, or which should naturally survive the termination or expiration of an agreement will survive the termination or expiration of this Addendum or the Generally Applicable Terms. Upon termination or expiration of this Addendum all of the rights and licenses granted to Customer in this Addendum will immediately cease to exist, Customer must destroy (or, at GitHub’s request, return) all of GitHub’s Confidential Information and any copies (including electronic copies) which are in Customer’s possession or control, and certify in writing compliance with these requirements.

Customer warrants that it: (i) has the authority to execute this Addendum and to perform its obligations; (ii) will make no false or misleading statements or representations regarding GitHub or GitHub’s products and services; and (iii) will not take on any obligation or responsibility, or make any representation, warranty, guarantee or endorsement to anyone on GitHub’s behalf (including, without limitation, any of our products or services).

CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIALS OR INFORMATION IT IS PROVIDED OR THAT IT HAS ACCESS TO UNDER THIS ADDENDUM (INCLUDING, WITHOUT LIMITATION, ANY CONFIDENTIAL INFORMATION OR PRE-RELEASE MATERIALS) ARE PROVIDED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. GITHUB SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Customer agrees to indemnify, defend and hold GitHub harmless from and against any and all claims which may arise under or out of Customer’s participation in GitHub Connect; Customer’s negligence or intentional misconduct; any misrepresentations Customer makes with respect to GitHub or GitHub’s products or services; or Customer’s violation of any part of this Addendum.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL GITHUB’S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS ADDENDUM FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED THE GREATER OF (I) AMOUNTS ACTUALLY PAID UNDER THIS ADDENDUM; OR (II) FIVE HUNDRED DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS ADDENDUM.

Customer agrees that GitHub and its licensors own all right, title and interest in and to all GitHub products and services; all information and data relating to their configurations and combinations; and all modifications to and derivative works of any of the foregoing. Customer must not remove, alter, cover or obfuscate any copyright or other proprietary rights notices that GitHub places on or embeds in GitHub Connect, or any other GitHub products and services.

GitHub may collect information about how Customer uses GitHub Connect and how GitHub can improve it. Customer may enable GitHub Connect to authorize GitHub to collect protected data, which includes private repository data and Customer Personal Information (as defined in the GitHub Privacy Statement), from Customer's Enterprise account. If Customer connects its Enterprise instance with its GitHub.com account, Customer sends identifying instance information to GitHub.com, which information is governed by GitHub’s Privacy Statement. By enabling this configuration, Customer agrees that it is responsible for the actions that are performed on or through its account, subject to the terms of its Generally Applicable Terms.

GitHub may collect certain additional personal information from Customer in GitHub Connect. For example, GitHub may invite Customer to send Feedback (as explained in Section 10). GitHub may ask questions about Customer’s users’ experiences, familiarity with the product, or demographic information. GitHub will use this information to improve its products and services, and will not sell it to third parties or advertisers. Customer may decline to give feedback, decline to answer specific questions, or contact GitHub to delete or alter the information it has provided.

GitHub's servers are located in the United States. GitHub processes and controls Customer’s data in the United States. However, Customer is solely responsible for determining what personal data it submits to GitHub. Please refer to our Privacy Statement for more information.

Customer may, at its option, provide ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for GitHub Connect or GitHub’s other products or services (collectively, “Feedback”). If Customer provides Feedback, it acknowledges and agrees that GitHub will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit or incorporate the Feedback into its products, services, and documentation.

This Addendum and the Generally Applicable Terms contain the entire agreement of the parties with respect to its subject matter and supersede all prior communications, representations, understandings and agreements, whether written or oral. The terms or conditions of any of Customer’s purchase orders, acknowledgements, or other documents sent in connection with this Addendum will be null and void, and of no effect.

Except as expressly provided herein, nothing in this Addendum shall be deemed to waive or modify any of the provisions of the Agreement, which otherwise remains in full force and effect. In the event of any conflict between the Agreement and this Addendum regarding the subject matter set forth herein, this Addendum shall prevail.